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Capacity
Both parties must be of legal age and sound mind
Counteroffer
A proposal in response to an original offer that modifies its terms
Deposited Acceptance Rule
an exception to the general rule of contract law in common law countries that acceptance of an offer takes place when communicated. Under the posting rule, that acceptance takes effect when a letter is posted
Enforceable Contract
A contract that is valid and would be held up in court
Executory Contract
When the parties have not yet performed their agreement
Goods
tangible, movable items of personal property.
Acceptance
refers to one person’s compliance with the terms of an offer made by another.
Leading Object Rule
Under this rule, if a promise to guarantee another's debt is made primarily for the promisor's own benefit, then the statute of frauds does not apply and the promise does not have to be in writing.
Mirror Image Rule
For an acceptance to create a binding contract, standard contract law requires that it must “mirror” the offer -- that is, the acceptance must match the offer exactly.
Misrepresentation
A statement, which is untrue, made by someone for the purpose of encouraging another party to enter into a contract.
Death or Insanity
when the offeror no longer has the capacity to make the offer.
Promise
Saying you will do something
Promissory Estoppel
This doctrine arises when a promisee justifiably relies on a promisor’s promise to his or her economic injury. The promisor must know that the promisee is likely to rely on the promise.
Quasi-Contract
an obligation of one party to another imposed by law independently of an agreement between the parties.
Rejection
when the offeree rejects the offer
Rescission
the revocation, cancellation, or repeal of a law, order, or agreement by a judge:
Revocation
when the offeror retracts the offer before the acceptance
Unenforceable Contract
A contract that is void. If a nonperforming party has a justifiable reason for noncompliance with a promise, the result is this
Unilateral Contract
an agreement with only one promise, and only one party is committed to perform. The maker of such a promise seeks an action rather than a promise in return. If that action does not occur, there is no breach.
Valid Contract
legally enforceable contract
Voidable Contract
Enforceable on one party while the other party can get out of it.
Puffery
Businesses typically use extravagant or showy language in order to “puff up” the product’s image.
Gottlieb v Alps
Plaintiff substituted the yarn used causing Defendant to suffer severe economic loss. Court was required to determine whether the limitation on consequential damages became part of the parties' final contract.
Alps didn't get consequential damages because it was in the contract and if Alps foresaw the likelihood of certain outcomes it should have addressed it with G.
Leyden v American Accreditation Healthcare
Registered nurse employee handbook case
Implied contracts must contain the same conditions as express contracts, including acceptance and consideration
Employers can weaken the presumption of an at-will employment relationship by making statements about employee rights and expectation in policies and manuals.
Void Contract
not a legally enforceable contract
Unilateral Mistake
if only one party is mistaken about some aspect of the contract
UCC
a standardized set of laws and regulations for transacting business.
Subject Matter Illegality
when a change in the law renders the agreement illegal, acceptance is no longer possible
Undue Influence
Occurs when one is taken advantage of unfairly through a contract by a party who misuses a position of relationship or legal confidence. Contracts voidable because of undue influence often arise when persons weakened by age or illness are persuaded to enter into a disadvantageous contract. Someone who has a special relationship of power and trust over the other party, such as a psychiatrist or lawyer, may also exert this.
Subject Matter Destruction
when the object of the contract is destroyed or legally eliminated.
Option
In contracts that are not between merchants selling goods, a promise to keep an offer open for a certain time period must be supported by the offeree’s consideration. Supported by a payment upfront
Offer
Before an agreement can become a legally binding contract, someone must make a specific promise to another and also a specific demand of that person.
Mutual Mistake
both parties were confused about an essential part of the contract
Mailbox Rule
Unless the offeror specifies a particular time, the acceptance usually binds the parties when the offeree dispatches it.
In Pari Dilecto
Equally at fault
Lapse of Time
when the offeree fails to accept by a deadline defined in the offer or after a reasonable period of time
Implied In Law Contract
Also known as a quasi-contract, may be created by a court when no formal contract exists.
Unlike implied-in-fact contracts, they’re not based on the parties’ behavior or mutual intent but rather on the principles of fairness and equity.
Indefiniteness
if its terms are so incomplete or uncertain that it is clear that the parties did not regard themselves as having completed a contract.
Fraud
a material misrepresentation or
omission, made with intent the listener rely,
they do, to their detriment
Implied In Fact Contract
These contracts arise from the conduct of the parties rather than from words. For instance, asking a person such as an accountant for professional advice implies a promise to pay the going rate for this advice even though you do not make an express promise to pay for it
Express Contract
contract that arises from interactions in which parties actually discuss the promised terms of their agreement.
Executed Contract
contract in which the parties have performed their promises
Duress
threats, violence, constraints, or other action brought to bear on someone to do something against their will or better judgment
Non-Compete
are important in protecting employers from having the employees they train leave them and compete against them. They also protect the buyer of a business from having the seller set up a competing business.
Consideration
Both parties must give something to the other. This is the promise to give, or the actual giving, of a requested benefit or the incurring of a legal detriment (i.e., doing something one does not have to).
Bilateral Contract
an agreement containing mutual promises.
Accord and Satisfaction
Legal concept that refers to an agreement between two parties to settle a claim or contract by accepting different terms or performance than the original ones.
Anti Assignment Clause
a provision in a contract that prevents one party from transferring the rights or obligations under the contract to another party without the consent of the original party
Assignee
Someone who receives the original rights of the contract
Assignment
Transferring rights from one party to another
Assignor
The person transferring their original rights to another party
Commercial Impracticability
a legal doctrine that can be used as a defense by a party who cannot perform a contract due to an unforeseen and unpredictable event that makes performance excessively burdensome, unbearably difficult, or extremely expensive. UCC doctrine so only applies to sale of goods
Compensatory Damages
money awarded to an injured party that compensate for damages, injury, or another incurred loss
Complete Performance
recognizes that a contracting party has fulfilled every duty required by the contract. entitled to a complete performance by the other party and may sue to enforce this right
Concurrent Condition
mutually dependent condition in a contract that must be performed simultaneously with another condition of the contract in order for the contract to become legally enforceable.
Condition Precedent
something that must take place before a party has a duty to perform. i.e. a building developer may contract to buy certain land “when the city annexes it.”
Condition Subsequent
excuses contractual performance if some future event takes place. i.e. A marine insurance policy might terminate coverage for any shipping losses “if war is declared.”
Consequential Damages
damages added to create a fair outcome. Such damages reflect the downstream impact of the breach, such as having to close your restaurant because a new refrigerator does not arrive. awarded only if the consequence was foreseeable.
Delivery
a legal term referring to the transfer of possession from the seller to the buyer
Delegate
The process of transferring duties from one party to another
Delegatee
The person receiving duties from the original party
Delegator
The person giving their duties to another party
Discharge
ending of a contractual relationship between parties
Duty of Performance
refers to the obligations or duties of a party in a contract
Equitable Remedy
a judicial remedy based on fairness rather than a fixed set of rules
Express Conditions
occurs when both parties agree that an event, or series of events, must occur before the burden of responsibility to complete the contract arises.
Force Majeure Clause
a specifically negotiated part of a contract that excuses or delays a party’s obligation to perform if a certain extreme event occurs. The event must be outside of either parties’ control and understood to be a risk that is not foreseeable.
Frustration of Purpose
When it is still technically possible for a party to perform, but the result would be dramatically different than the parties intended. a legal doctrine that takes place when unexpected circumstances undermine the purpose of a contract
Implied Conditions
a condition in a contract that is not expressly stated or written. It is something that is understood to have to be done or to exist in order for something else to happen, without it being stated in a legal agreement
Impossibility of Performance
occurs when the contractual duties of one or more parties cannot be fulfilled due to circumstances out of their control. It is a defense to a breach of contract claim. For example, when a contract exists for the sale of a building, and the building burns, the seller is discharged from performance
Injunction
an authoritative warning or order.
Material Breach
a level of performance below what is reasonably acceptable. cannot sue the other party for performance and is liable for damages arising from the breach.
Mitigate
Victim of a contract breach must do this to the damages. make less severe, serious, or painful
Novation
a three (or more) party contract wherein the original contracting parties agree to relieve the obligor from liability by substituting another in the place of this party.
Parol Evidence Rule
This rule states that parties to a complete and final written contract cannot introduce oral evidence in court that changes the intended meaning of the written terms.
Punitive Damages
Damages which exceed the amount needed to compensate a nonbreaching party, are rarely awarded in contract cases. Such damages are essentially intended to punish one party for wrongful behavior. The most common context for such damages is a case of fraudulent misrepresentation
Release
When a party announces the other party does not have to perform as promised. often takes the form of a negotiated contract and is bargained for and supported by consideration
Rescission
the revocation, cancellation, or repeal of a law, order, or agreement
Restitution
recompense for injury or loss. Generally in addition to a rescission i.e. judge nullifies contract and gives you back money already put into contract
Specific Performance
a party might request an order that the breaching party specifically perform the contractual promise made, which is known as
Substantial Performance
represents a less-than complete performance. However, the work done is sufficient to avoid the claim of a breach. A party who does this may be entitled to a partial recovery under the contract. However, the non-breaching party will, nonetheless, be required to perform and may sue for any damages resulting from the breach
Tender Performance
refers to an offer or an attempt to perform the contract
Third Party Beneficiary
When one or more of the original parties to a contract may intend for their agreement to benefit someone else
Waiver
When a party intentionally relinquishes a right to enforce the contract. Generally occur after a contracting party fails to perform. In this situation, nonperformance by one party may cause the other party to waiver its right to enforce the contract. The waiver typically is unilateral. The nonbreaching party grants the waiver.
Vassilkovaska v. Woodfield Nissan, Inc.
V bought a Nissan from Woodfield and when she did she agreed to not sue W in her contract. W, however, excluded several other types of claims. V eventually sued W for misrepresenting the price of the car and W took it to court saying she can't sue them according to her contract
Contracts require consideration for both promises. Care must be taken in limiting one's obligations, particularly if the result is no legal detriment at all.
Leonard v Pepsi Co
The court ultimately ruled in favor of Defendant, stating that no reasonable person would believe the commercial's promise of a fighter jet as a reward for collecting Pepsi points, and thus, there was no valid contract.
This case is often cited in contract law discussions for its examination of the reasonable person standard in contract formation.
Johnson v Harmon
Clear argument that no matter how drunk you are a promise is a promise
Lucy v Zehmer
Clear argument that no matter how drunk you are a promise is a promise. Still resulted in softening of prior standard
Coogan’s Law
refers to landmark legislation in the late 30s designed to protect a child actor's earnings, by depositing some of the minor's earnings in court-administered trust funds that the child receives when he/she reaches the age of majority
Macy's v. Martha Stewart and JCPenney
In 2011, JCP announced that MS products would be sold at MS stores within JCP and Macy's objected and sued for breach because they thought this was outside of the exception.
Case demonstrates necessity of having clear statements in contracts. MS settled with with Macy's and so did JCP.
Non-Voidable Contracts
Even without capacity, contracts relating to Necessaries, Ratified contracts, and emancipated minors are examples of this
St. Louis Produce Market v. Hughes
Hughes was market manager for 10 years until they eliminated his position and they agreed to send him money if he returned all company equipment- but Hughes failed to do so so he failed the condition precedent
The failure of a condition precedent can excuse a party's performance, even if it is minor or immaterial.
Parties often use conditions to ensure that a transaction occurs under favorable and anticipated circumstances.
East Capitol View Community Development Corp. v. Robinson
Robinson got hired by the community for a job but then got terminated due to lack of funding. It never said that this would be possible in the contract she signed for the job so she sued.
Courts are reluctant to excuse performance due to impossibility or impracticability
The court specifically distinguishes between objective impossibility and personal impossibility. Only the former excuses performance
Robinson because she didn't sign regarding funds, she signed for performance and she didn't perform wrong so they couldn't terminate her
Impossibility must be an unexpected occurrence
Oliver v. Ball (2016)
Oliver purchased real estate from Balls and Balls failed to convey the property and Oliver sued for breach of contract and won
When a contract involves unique subject matter, courts may award specific performance because there is no amount of money that can make up for the failure of a contractual promise
Land is a common context for the award of specific performance because it is such a unique asset.
Mills v. Wyman (1825)
One party promised another to pay for him caring his now deceased son
-Never ends up paying the guy
-Past "Consideration"/ Prior Consideration = no consideration
- Cant sue for him not paying as promised because the Actions took place before any type of contract was made
Kirksey v. Kirksey (1845)
Widow moves into a house invited by a man but then he kicks her out. She sues for the promise he made that she could stay
Promise meets criteria of promissory estoppel
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